Securities Exchange Act of 1934
Rule 14d-11(c), (d) and (e)

Exemptive Letter: Offer by Sierra Wireless France SAS for Wavecom S.A.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

January 5, 2009

Via Facsimile 212-903-9100 and U.S. Mail

Scott I. Sonnenblick
Linklaters LLP
1345 Avenue of the Americas
New York, New York 10105

Dear Mr. Sonnenblick:

We are responding to your letter dated January 5, 2009 to the attention of Michele Anderson and Christina Chalk, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter, unless otherwise noted.

On the basis of your representations and the facts presented in your letter, the Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

• Rules 14d-11(c) and 14d-11(d) under the Exchange Act. The exemption from Rules 14d-11(c) and (d) permits Parent and Purchaser to commence a subsequent offering period according to the timetable set by the AMF, as required under French law. We note that under French practice, the subsequent offering period typically begins within a few days after the AMF’s publication of the timetable for such period.
   
• Rule 14d-11(e) under the Exchange Act. The exemption from Rule 14d-11(e) permits Parent and Purchaser to pay for securities tendered during the subsequent

offering period within 12-18 French trading days after the expiration of that period, in accordance with French law and practice.

The foregoing exemptions are based solely on the representations and the facts presented in your letter of January 5, 2009 and the accompanying letter from French counsel of the same date, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in this transaction. The Commission expresses no view with respect to any other questions the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter from Linklaters' New York Office and the Incoming Letter from Linklaters' Paris Office are in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/sierrawireless010509.htm